READ THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT GOVERNING THE USE OF THE SOFTWARE AND RELATED DOCUMENTATION CAREFULLY BEFORE USING THE SOFTWARE.
1. Introduction and Acceptance. This Denodo Express Software License Agreement (the "Agreement") is a legal agreement between you (either an individual or an entity) and Denodo Technologies Inc. with offices at 525 University Avenue, Suite 31, Palo Alto, CA 94301, USA (the "Licensor") regarding the use of Licensor's software entitled Denodo Express, which may include user documentation (together, the "Software"). If an employee ("Employee") is licensing the Software and is agreeing to this Agreement on behalf of an entity, the Employee REPRESENTS AND WARRANTS TO LICENSOR THAT HE/SHE IS AUTHORIZED TO AGREE TO THIS AGREEMENT ON BEHALF OF, AND TO SO BIND, THAT ENTITY. In this Agreement, "you" and "your" shall mean, as applicable according to the preceding sentence, either the individual licensing the Software on his/her own behalf or the entity on behalf of which the Employee is agreeing to this Agreement.
CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY ACCEPTING THIS AGREEMENT BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND THE SOFTWARE SHOULD NOT BE INSTALLED ON YOUR COMPUTER. IF YOU DO NOT INSTALL THIS SOFTWARE PLEASE DESTROY OR DELETE ALL COPIES IN YOUR POSSESSION.
2. Grant of License. Subject to the restrictions set forth below, this Agreement grants you a non-exclusive, limited license during the License Term (defined below) to install and use one (1) copy of the specified version of the Software in object code format, solely for the purpose of developing, testing, prototyping and demonstrating IT applications, and also for commercial or production use except on a "service bureau" basis, on only one computer for use by one person. The Software is "in use" on a computer when it is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer. Software and documentation, if available, may be accessed online at the Licensor website.
3. Ownership. The license granted hereunder does not constitute a transfer or sale of Licensor's ownership rights in or to the Software. Except for the license rights granted above, Licensor retains all right, title and interest in and to the Software, including all intellectual property rights therein. You are not an owner of a copy of the Software. The Software is protected by applicable intellectual property laws, including United States copyright laws and international treaties.
4. Certain Additional License Restrictions. YOU MAY NOT, AND YOU AGREE NOT TO, RENT, LEASE, SUBLICENSE, SELL, ASSIGN, LOAN OR OTHERWISE TRANSFER OR MAKE AVAILABLE THE SOFTWARE OR ANY OF YOUR RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT. You may not, and you agree not to (i) reverse engineer, decompile, or disassemble the Software, except to the extent the foregoing restriction is expressly prohibited by applicable law, or allow any person or entity to do so; (ii) remove, alter or destroy any copyright notices or other proprietary markings; (iii) modify or adapt the Software, merge the Software into another program or create derivative works based on the Software; (iv) use, copy, or distribute the Software without Licensor's written authorization, except that you may make one copy of the Software for archival or back-up purposes only; or (v) print copies of any user documentation provided in "online" or electronic form. You may not, and you agree not to (a) use the Software to provide third party training or (b) disclose to any third party any results of Software benchmark tests.
5. Use of Forums and Public Communication. Licensor may, but is not obligated to, monitor or review any areas on the Denodo websites where you transmit or post communications ("Communications") or communicate solely with each other, including but not limited to chat rooms, questions & answers, bulletin boards or other user forums, and the content of any such Communications. Licensor, however, will have no liability related to the content of any such Communications, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. Licensor retains the right to remove messages that include any material Licensor deems abusive, defamatory, obscene or otherwise unacceptable. You may be providing content for an international audience. Licensor does not control or endorse the content, messages or information found in any Communications and, therefore, Licensor specifically disclaims any liability with regard to the Communications and any actions resulting from your participation in any Communications. Managers and hosts are not authorized Denodo spokespersons, and their views do not necessarily reflect those of Licensor.
6. Confidentiality. You shall hold in the strictest confidence the Software and any related materials or information including, but not limited to, any technical data, research, product plans or know-how provided by Licensor to you, either directly or indirectly in writing, orally or by inspection of Software or tangible objects ("Confidential Information"). You shall not disclose any Confidential Information to third parties, including any of your employees who do not have a need to know such information for the purposes of this Agreement and you shall take reasonable measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information. You shall immediately notify the Licensor in the event of any known or suspected unauthorized use or disclosure of the Confidential Information.
7. Termination. This Agreement shall be effective upon your agreement to the terms of this Agreement and SHALL TERMINATE UPON THE EARLIER OF: (i) YOUR FAILURE TO COMPLY WITH ANY TERM OF THIS AGREEMENT; OR (ii) TWELVE (12) MONTHS THEREAFTER ("License Term"). Licensee may be granted with a twelve (12) months renewal period at the end of every one-year license term upon request to Licensor. Licensor’s rights and your obligations shall survive the termination of this Agreement. Upon termination of this Agreement by Licensor, you shall certify in writing to Licensor that all copies of the Software, or any portion thereof, have either been returned to Licensor or otherwise destroyed or deleted from any of your computer libraries or storage devices.
8. WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED AT NO COST AND ON AN "AS IS" BASIS WITH NO WARRANTY WHATSOEVER. YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT.
9. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL LICENSOR BE LIABLE FOR ANY COSTS OF SUBSTITUTE PRODUCTS OR SERVICES OR FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR OTHER SUCH PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ANY EXCLUSIVE REMEDY. IN NO EVENT SHALL LICENSOR"S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($US 100.00). THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY AND DAMAGES SHALL NOT APPLY TO LIABILITY FOR PERSONAL INJURY TO YOU.
10. Export Restrictions. You may not export or re-export the Software without (i) the prior written consent of Licensor; and (ii) complying with applicable export control laws and obtaining any necessary permits and licenses.
11. Audit Right. Licensor may audit your use of the Software, and you agree to cooperate fully and promptly in any such audit.
12. General. This Agreement is governed by the laws of the State of California, excluding any conflicts of laws principles. You agree to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect. The headings in this Agreement are inserted for convenience only and do not affect its interpretation. You may not assign this agreement, whether by operation of law, merger or reorganization, without the prior written consent of Licensor; any attempted assignment in violation of the foregoing will be void. This Agreement constitutes the final, complete and exclusive agreement between the parties with respect to your use of the Software and supersedes any prior or contemporaneous representations or agreements, whether written or oral. Any company names, logos, and product names displayed in the Software are subject to United States' and international copyright, trademark and intellectual property laws and you may not use, reproduce or distribute any such company names, logos or product names without the express written consent of their respective owners.
13. Questions. Should you have any questions concerning this Agreement, or if you desire to contact Licensor for any reason, please contact firstname.lastname@example.org.
BY ACCEPTING THIS AGREEMENT BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU ARE INDICATING THAT YOU HAVE READ AND CONSENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT, AND THAT, IF AGREEING ON BEHALF OF AN ENTITY, THE PERSON SO AGREEING IS PERSONALLY REPRESENTING AND WARRANTING THAT HE/SHE IS AUTHORIZED TO DO SO. IF YOU HAVE NOT READ THIS AGREEMENT, OR YOU DO NOT AGREE TO BE LEGALLY BOUND BY ITS TERMS OR ARE NOT SO AUTHORIZED, YOU MUST NOT ACCEPT THIS AGREEMENT.